Executive Compensation and Benefits

On October 1, 2023, Viatris Inc. (“Viatris”), a global healthcare company, announced it has received an offer for the divestiture of substantially all of its Over-the-Counter (“OTC”) business, and has entered into definitive agreements to divest its Women’s Healthcare business, its Active Pharmaceutical Ingredient (“API”) business in India and commercialization rights in certain non-core markets that were acquired as part of the combination with Upjohn. The total transactions value, including Viatris’s 2022 divestiture of its biosimilars business, represents up to $6.94 billion of total gross proceeds. The estimated transaction value for the divestitures announced today is $3.6 billion, including gross consideration of up to approximately $2.17 billion for the divestiture of substantially all of its OTC business, and up to approximately $1.2 billion combined for the divestitures of its API and Women’s Healthcare businesses. Cravath is representing Viatris in connection with the transactions.

Cravath represented the underwriter in connection with the $681.8 million registered secondary offering of common stock of Ovintiv Inc., a leading North American oil and natural gas exploration and production company. The shares were listed on the New York Stock Exchange and the Toronto Stock Exchange. The transaction closed on September 13, 2023.

On September 19, 2023, affiliates of private investment firm Lindsay Goldberg, in partnership with the company’s management, announced the completion of an investment in The Kleinfelder Group, a leading engineering, design, construction management, construction materials inspection and testing, and environmental professional services firm. Cravath is representing Lindsay Goldberg in connection with the transaction.

On September 18, 2023, OMERS Private Equity announced the signing of a definitive agreement to acquire a majority stake in Knight Commercial, a leading provider of commercial restoration services. Cravath is representing OMERS Private Equity in connection with the transaction.

On September 11, 2023, Bacardi Limited (“Bacardi”), the largest privately held international spirits company in the world, announced the completion of a transaction that makes the family‑owned company the sole owner of ILEGAL Mezcal®, a leading super premium artisanal mezcal. Cravath is representing Bacardi in connection with the transaction.

On September 22, 2023, Cravath partners Eric W. Hilfers, Amanda Hines Gold, Jonathan J. Katz and Matthew J. Bobby were named to Lawdragon’s 2024 list of “500 Leading Corporate Employment Lawyers” in recognition of their work advising clients on executive compensation and benefits matters. The list recognizes the “unsurpassed experts who try to keep the balance between Corporate America and its workers.”

Jon Katz is a partner in the Executive Compensation and Benefits Department at Cravath who started his career as a tax associate at the Firm. In the Season 6 premiere of On Tax, he and fellow Cravath partner and host Len Teti talk about working together as associates on large transactions. Jon also discusses the unexpected conversation that led him to join the Firm’s Executive Compensation and Benefits Department, and the advice he offers law students.

On July 7, 2023, Lawdragon announced the inclusion of 27 Cravath partners in its inaugural “500 X – The Next Generation” list. The list recognizes lawyers across practice areas “who will define where the legal profession of our country goes” and have “blown down the walls of private practice, amassing courtroom victories, leading deals and protecting IP and civil rights.”

Cravath partners Mark I. Greene and Eric W. Hilfers spoke at Stanford Law School’s 28th Annual Directors’ College, which was held from June 26‑28, 2023, virtually and in Stanford, CA.

On June 23, 2023, Cravath prepared a memo for its clients entitled “NYS Assembly Passes Bill Banning Post‑Employment Covenants Not To Compete.” The memo examines Assembly Bill A1278B, which was passed by the New York State Assembly on June 20, 2023, a version having previously been passed by the New York State Senate, and which provides for a broad ban on post‑employment noncompete restrictions. If the bill is signed into law, New York will join California as one of the most restrictive states in the U.S. with respect to post‑employment covenants not to compete. The memo outlines the types of agreements the bill bans, who is considered a covered individual, the exceptions the bill includes and the consequences for violating the law.